BYLAWS |
of the |
MONUMENT HILL FOUNDATION |
ARTICLE 1. OFFICIAL NAME
1.01 This organization shall be known as Monument Hill Foundation (the “Foundation”). The names used by the Foundation shall be as approved by the Monument Hill Foundation Board of Directors in accordance with these Bylaws.
ARTICLE 2. MISSION
2.01. The Monument Hill Foundation is a financial resource for the Monument Hill Service Club for the purpose of supporting youth and the community, with a particular focus on the Tri-Lakes Community of northern El Paso County, Colorado.
ARTICLE 3. MEMBERSHIP
3.01. The Monument Hill Service Club, DBA as Monument Hill Kiwanis Club, (the “Club”) is the sole member of the Foundation and all membership rights shall be exercised by the Club’s Board of Directors.
ARTICLE 4. BOARD OF DIRECTORS
4.01. The Foundation’s Board of Directors ( hereinafter the “Board of Directors” or the “Board” shall consist of six to nine members appointed by the Club, at least six of whom will be appointed from among the Club membership, and no more than three of whom will be appointed from outside the Club membership. The Board of Directors shall be appointed or reappointed by May 1 of each year, serve at the pleasure of the Club, and may be removed or replaced by the Club at any time with or without cause.
4.02. The Directors shall enter upon their official duties on the first day of July of each year and shall serve for a term of one (1) year (unless reappointed) or until their successors shall be duly appointed and qualified.
4.03. The Board of Directors, with approval of the Club where required by these Bylaws, shall determine the Policies and Procedures and activities of the Foundation, approve the budget, approve all bills, take counsel with committees, and exercise general management of the Foundation.
4.04. The Board of Directors shall meet regularly at least once each calendar quarter and hold additional meetings at the call of the Executive Director, a majority of the Board, or the Club.
4.05. Six members of the full nine-member Board of Directors shall constitute a quorum for the transaction of all business, except in cases where a vote larger than a quorum is required under these Bylaws. At such times when the Board consists of less than nine appointed members, the quorum shall be two-thirds of the appointed members, but no less than four members. Further, business can be transacted at any point during the meeting only so long as the required quorum is maintained. Unless otherwise specified in these Bylaws, approvals by the Board will be by a majority vote of the Directors present in a duly called meeting with the quorum requirement met.
ARTICLE 5. BOARD OFFICERS
5.01. Six members of the Board shall serve as Board Officers. The Executive Director, the Treasurer, and the Director of Granting and External Relations are appointed by the Club by May 1 of each year concurrent with the appointment of the Board of Directors. The Secretary, the Director of Fundraising and Donor Relations, and the Director of Investments are elected by the Board from the remaining members of the Board at the Board’s annual organizational meeting.
5.02. Except as otherwise provided below, all officers shall enter upon their official duties on the first day of July of each year and shall serve at the pleasure of the Club for a nominal term of one (1) year or until their successors shall be duly appointed. The Club will fill any vacancies on the Foundation Board of Directors.
5.03. The Executive Director has the following duties and responsibilities:
- Preside over all meetings of the Board of Directors.
- Promote the Mission of the Foundation and the positive image of the Club and the Foundation in the community.
- Be an ex-officio non-voting member of all standing and special committees.
- Present the views and recommendations of the Foundation to the Club and carry out Club directives.
- Promote financial growth and support of the Foundation.
- Perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the Board of Directors.
5.04. The Treasurer has the following duties and responsibilities:
- Prepare an Operations Budget for submittal to the Board of Directors and final approval of the Club by June 1 of each year.
- Manage the Operations Budget.
- Receive all funds paid to the Foundation and promptly deposit them in the official depositories in accordance with Foundation Policies and Procedures.
- Disburse funds on order of the Board of Directors and maintain the Foundation financial accounts and records.
- At all times, make available for inspection by the Executive Director, the Board of Directors, the Club, or any authorized auditors, the financial accounts and records of the Foundation.
- Make a financial report to the Board quarterly, at the annual meeting of the Club, and at such other times as the Executive Director or Board of Directors may require.
- Be a member of the Investment Committee.
- Cause to be prepared and filed all required state and federal tax and financial reports.
- Perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the Executive Director or Board of Directors.
5.05. The Secretary has the following duties and responsibilities:
- At all times, make available for inspection by the Executive Director, the Board of Directors, the Club, or any authorized auditors, the Foundation books and records.
- Keep minutes of the meetings of the Board of Directors and committees
- Provide all bills to the Treasurer for approval.
- Provide to the proper officers, committees, or members all communications received.
- Promptly reply to correspondence and provide all official reports required.
- Provide reports at such times as the Executive Director or Board of Directors may require
- Perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the Executive Director or Board of Directors.
5.06. The Director of Fundraising and Donor Relations shall be a member of the Investment Committee and shall
- Establish annual goals and objectives to increase the Foundation corpus.
- Assist in development and maintenance of website fundraising sector, print materials, other advertising and solicitation materials and mechanisms to raise funds.
- Prepare and make presentations to the general public and organizations to promote the Foundation and its mission.
- Develop a program for donors that provide recognition and other incentives at various levels of participation.
- Develop a program that encourages donors to contribute assets from their estates in support of the Foundation Mission.
- Develop a program for keeping track of and increasing a donor list.
- Develop a program of Club and general public recognition of donors.
- Coordinate with the Director Granting and External Relations so that publicity has appropriate recognition of donors.
- Perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the Executive Director or Board of Directors for the purpose of raising funds and maintaining donor relations.
5.07. The Director of Granting and External Relations has the following duties and responsibilities:
- Serve as Chair of the Granting Committee appointed by the Club including grants and scholarships in accordance with the Granting Plan and any deviations to the Plan approved by the Board of Directors and the Club.
- Provide for publicity of the Foundation and its activities including appropriate photographs and articles meeting the area news outlets’ publication requirements.
- Perform liaison with appropriate community groups.
- Such duties as usually pertain to such office or as may be assigned by the Executive Director or Board of Directors for the purpose of managing the Foundation Granting Plan and in support of the Club’s granting Policies and directives and those Policies related to external relations.
5.08. The Director of Investments has the following duties and responsibilities:
- Perform such other duties and responsibilities as usually pertain to such office or as may be assigned by the Executive Director or Board of Directors.
Article 6. MEMBER RIGHTS
6.01. The Club, as sole member, shall have the right to access all records of the Foundation, require reports to be produced by the Foundation, and all other rights as set forth in these Bylaws.
Article 7. MULTI-YEAR CONTRACTUAL COMMITMENTS
7.01. The Foundation may enter into or terminate multi-year contractual commitments of more than one year in duration only with the specific written approval of the Club.
Article 8. COMMITTEES
8.01. The standing committees of the Foundation are the Granting Committee and the Investment Committee. The committees’ members are appointed by the Club. The Foundation may create other committees as necessary or desirable and may make such Policies as it deems appropriate for standing committees and other committees, subject to approval of the Club.
Article 9. PUBLIC ACTIVITIES
9.01. The Foundation shall not be used in any way for political purposes, nor shall it, as a Foundation activity, participate in the political candidacy of any person.
Article 10. FINANCE
10.01. Not later than June 1 of each year, the Foundation’s Granting and Operations Budgets shall be adopted by the Board of Directors and approved by the Club.
10.02. The Board of Directors shall approve the official depository or depositories for the Foundation funds and shall designate who shall sign checks or make electronic transfers, subject to approval by the Club.
Article 11. AMENDMENTS
11.01. Amendments to these Bylaws may be adopted by a two-thirds (2/3) vote of not less than six members of the Board of Directors present at any meeting while a quorum is maintained. Any amendment so adopted shall not become effective until approved by the Club.
Article 12. PARLIAMENTARY AUTHORITY
12.01. The latest edition of Robert’s Rules of Order shall be the parliamentary authority for all matters of substance or procedure not specifically covered by these Bylaws.
Article 13. SEVERABILITY
13.01. In the event that any provision of these Bylaws is held invalid, all other provisions shall remain in effect.
Article 14. TERMINATION OF FOUNDATION
14.01. The Foundation Board of Directors has no authority to terminate the Foundation. The Foundation can only be terminated in accordance with the Articles, Bylaws, and Policies of the Club.
Monument Hill Foundation Bylaws
Effective 7-1-2011
